Reynolds Packaging F-4/A Registration of securities (foreign) (amended)

EXHIBIT 5.21

[Letterhead of Bell Gully]

Reynolds Group Holdings Limited	FROM	Murray King
Level Nine	DDI	64 9 916 8971
148 Quay Street	EMAIL	murray.king@bellgully.com
Auckland 1140	MATTER NO.	02-358-4102
New Zealand	DATE	9 July 2012

Reynolds Group Issuer Inc.	Reynolds Group Issuer LLC
C/o National Registered Agents, Inc.	c/- National Registered Agents, Inc
160 Greentree Drive, Suite 101	160 Greentree Drive, Suite 101
Dover Delaware 19904	Dover Delaware 19904
United States of America	United States of America
Reynolds Group Issuer (Luxembourg) S.A.	Whakatane Mill Limited
6C Rue Gabriel Lippmann L-5365 Munsbach	Level Nine 148 Quay Street
Grand Duchy of Luxembourg	Auckland 1140
	New Zealand

Dear Sirs

Registration Statement on Form F-4

1.	Introduction
1.1	We have acted as special New Zealand counsel to Reynolds Group Holdings Limited and Whakatane Mill Limited (theCompanies), in connection with the offer to exchange (theExchange Offer) by Reynolds Group Issuer Inc., Reynolds Group Issuer LLC and Reynolds Group Issuer (Luxembourg) S.A. as issuers (theIssuers) of US$1,250,000,000 aggregate principal amount of 9.875% Senior Notes due 2019 (theExchange Notes) which are being registered under the Securities Act, for its existing 9.875% Senior Notes due 2019 (originally issued on February 15, 2012) (theOld February 2012 Senior Notes), as described in the Registration Statement on Form F-4 relating to the Exchange Offer (as amended or supplemented, theRegistration Statement), initially filed with the United States Securities and Exchange Commission (theCommission) on 25 June 2012.
1.2	The Exchange Notes are proposed to be issued, under the Seventh Supplemental Indenture (theSeventh Senior Notes Supplemental Indenture) to the indenture dated as of 9 August 2011 (theAugust 2011 Senior Notes Indenture), among the Escrow Issuers and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar and The Bank of New York Mellon, London Branch, as paying agent, as supplemented by the First Supplemental Indenture, dated as of 8 September 2011, among the Issuers, the Escrow Issuers, the guarantors named therein, The Bank of New York Mellon as trustee, principal paying agent, transfer agent and registrar (theFirst Senior Notes Supplemental Indenture).
1.3	For the purposes of this opinion the August 2011 Senior Notes Indenture and the First Senior Notes Supplemental Indenture are, together, theTransaction Documents.

1.4	The terms of the Exchange Notes to be issued are substantially identical to the Old February 2012 Senior Notes, except for certain transfer restrictions and registration rights relating to the Old February 2012 Senior Notes. The Old February 2012 Senior Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed by each of the Subsidiary Guarantors (as defined in the Indenture) on a senior basis.
1.5	The August 2011 Senior Notes Indenture, the First Senior Notes Supplemental Indenture and a form of Seventh Senior Notes Supplemental Indenture are exhibits to the Registration Statement.
2.	Documents
2.1	We have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including:

(a)	the August 2011 Senior Notes Indenture and the First Senior Notes Supplemental Indenture;
(b)	certificates dated 8 September 2011, 15 February 2012 and 15 March 2012 given by a director of each Company (each, anOfficer’s Certificate); and
(c)	a copy of the constitution, and certain other filed documents of each Company as disclosed in an online search of the public records of each Company on 4 July 2012 and updated on the date of this opinion.

	In rendering such opinion, we have relied as to factual matters upon the representations, warranties and other statements made in the Indenture.
3.	Scope of Opinion
	This opinion:

(a)	relates solely to New Zealand law in force on the date of this opinion;
(b)	is given on the basis that it will be construed in accordance with New Zealand law; and
(c)	relates solely to matters of law.

4.	Assumptions
	In our examination, we have assumed, without any independent verification:

(a)	the authenticity of all signatures, seals and markings on, and the authenticity, completeness and conformity to the original of, the copy and counterpart documents examined by us;
(b)	that each statement of fact in each Officer’s Certificate (other than the paragraph in relation to due execution) is and remains complete and accurate in all respects, and is not misleading; and
(c)	that the information obtained from the searches referred to in paragraph 2.1(c) is complete and accurate.

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5.	Opinion
	Based upon the foregoing, and subject to the exceptions, qualifications, limitations and assumptions herein set forth, we are of the opinion that:

(a)	each Company is duly incorporated, is validly existing and is a registered company under the Companies Act 1993 of New Zealand;
(b)	each Company has full power and authority, and all necessary regulatory and statutory consents and approvals to execute and perform its obligations under the Seventh Senior Notes Supplemental Indenture and the Transaction Documents;
(c)	the execution by each Company of, and the performance by each Company of its obligations under, the Seventh Senior Notes Supplemental Indenture has been duly authorised by all requisite corporate action on the part of the Company in relation to each of the Transaction Documents to which it is a party;
(d)	each Company has duly executed each Transaction Document to which it is party in accordance with the Companies Act 1993; and
(e)	the execution by each Company of, and performance by each Company of its obligations under the Seventh Senior Notes Supplemental Indenture and compliance by each Company with all of the provisions thereof, will not result in a breach or violation of:

(i)	any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or, any order of any governmental agency or body or any court of New Zealand having jurisdiction over a Company or any of its properties; or
(ii)	the constitution of a Company.

6.	Reliance and Filing
6.1	We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to this firm under the heading “Validity of the Securities” in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
6.2	The foregoing opinion is rendered as of the date hereof and we assume no obligation to update such opinion to reflect any facts or circumstances which may come to our attention after the date of effectiveness of the Registration Statement or any change in law which may occur after the date of effectiveness of the Registration Statement.
6.3	This opinion is addressed to you for the purposes of the Exchange Offer and may be relied on by purchasers of the Exchange Notes. Debevoise & Plimpton LLP may rely on this opinion with respect to matters of New Zealand law for the purposes of its opinion filed as an exhibit to the Registration Statement, as if the opinion had been addressed to it.

This opinion is strictly limited to the matters stated in it. It does not apply by implication to other matters.

Yours faithfully
/s/ Bell Gully

Bell Gully

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